Quarterly report pursuant to Section 13 or 15(d)

Stock Plans

v3.10.0.1
Stock Plans
9 Months Ended
Sep. 30, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock Plans

NOTE 11. STOCK PLANS

2018 Performance-Based Stock Incentive Plan

In June 2018, the Company’s stockholders approved the Company’s 2018 Performance-Based Stock Incentive Plan (the “2018 Plan”), and approved grants of performance-based nonstatutory stock options (each, a “Performance Option”) to the Company’s Chief Executive Officer (the “CEO Award”) and President (the “President Award”), under the 2018 Plan. In May 2018, the CEO Award and the President Award had been approved by a special committee of the Board of Directors of the Company (the “Special Committee”), and the 2018 Plan had been approved by the Company’s Board of Directors, subject to stockholder approval.

The 2018 Plan allows the Company to grant Performance Options to its executive officers and other employees as an incentive for them to remain in service with the Company and to further align their interests with the interests of the Company’s stockholders. A total of 4,200,000 shares of the Company’s common stock have been authorized for issuance under the 2018 Plan. The numbers of shares underlying the CEO Award and the President Award are 1,809,900 and 1,357,425, respectively.

All Performance Options granted under the 2018 Plan will become exercisable in three equal tranches based on the achievement of specific market price goals for the Company’s common stock. For each tranche to become exercisable, the closing price per share of the Company’s common stock must meet or exceed the applicable stock price goal for a period of 30 consecutive trading days; this is referred to below as the Attainment Date. The exercise price of each of the CEO Award and the President Award is $21.25 per share, which was the closing market price of the Company’s common stock on the Nasdaq Global Market on May 4, 2018, the last trading day prior to the date on which the Special Committee approved such awards (which was not a trading day). Each Performance Option will have a term of ten years following the grant date, subject to earlier termination in the case of cessation of the awardee’s continued service with the Company, as further described in the 2018 Plan.

The Company valued the CEO Award and the President Award using a Monte Carlo simulation model. The grant date of such awards for accounting purposes was June 29, 2018, the date that was such awards were approved by the Company’s stockholders. The following assumptions were used in the Monte Carlo simulation model for computing the grant date fair values of the CEO Award and the President Award:

 

Grant date stock price

 

$

16.82

 

Dividend yield

 

 

%

Risk-free interest rate

 

 

2.85

%

Estimated volatility

 

 

73.00

%

 

The fair value per share was determined for each of the three equal tranches of each award and is presented in the table below:

 

Tranche 1

 

$

9.22

 

Tranche 2

 

$

10.05

 

Tranche 3

 

$

9.50

 

 

The total fair value of such awards is $30,375 and is being recorded as stock-based compensation expense over the derived service periods.

At September 30, 2018, the Company had stock-based awards outstanding under the following plans: the 2014 Stock Option/Stock Issuance Plan (the “2014 Plan”), the 2017 Stock Incentive Plan (the “2017 Plan”) and the 2018 Plan. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 for a summary of the 2014 Plan and 2017 Plan. There have been no material changes to the terms of the Company’s 2014 Plan and 2017 Plan during the nine months ended September 30, 2018.

Stock-Based Compensation

The Company’s stock-based compensation expense recognized for the periods presented was as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Stock-based compensation expense by type of award:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock units

 

$

130

 

 

$

178

 

 

$

277

 

 

$

629

 

Restricted stock awards

 

 

59

 

 

 

125

 

 

 

412

 

 

 

250

 

Performance-based stock options

 

 

1,846

 

 

 

 

 

 

1,900

 

 

 

 

Stock options

 

 

2,575

 

 

 

11,381

 

 

 

6,857

 

 

 

12,708

 

Employee stock purchase plan

 

 

228

 

 

 

24

 

 

 

517

 

 

 

24

 

Total

 

$

4,838

 

 

$

11,708

 

 

$

9,963

 

 

$

13,611

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Stock-based compensation expense by operating expense grouping:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

246

 

 

$

100

 

 

$

814

 

 

$

276

 

Research and development

 

 

596

 

 

 

157

 

 

 

1,103

 

 

 

261

 

General and administrative

 

 

3,996

 

 

 

11,451

 

 

 

8,046

 

 

 

13,074

 

 

 

$

4,838

 

 

$

11,708

 

 

$

9,963

 

 

$

13,611

 

 

Restricted Stock

The Company’s restricted stock activity for the nine months ended September 30, 2018 was as follows:

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average Grant

 

 

 

Shares

 

 

Date Fair Value

 

Unvested at December 31, 2017

 

 

147,456

 

 

$

6.30

 

Forfeited

 

 

(1,975

)

 

$

7.50

 

Vested

 

 

(54,801

)

 

$

5.27

 

Unvested at September 30, 2018

 

 

90,680

 

 

$

6.90

 

 

At September 30, 2018, total unrecognized compensation cost related to restricted stock was $533, which is expected to be recognized over a weighted average period of 1.7 years.

Restricted Stock Units

The Company’s restricted stock unit activity for the nine months ended September 30, 2018 was as follows:

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average Grant

 

 

 

Shares

 

 

Date Fair Value

 

Unvested at December 31, 2017

 

 

35,576

 

 

$

14.76

 

Granted

 

 

56,366

 

 

$

14.80

 

Forfeited

 

 

(8,918

)

 

$

16.82

 

Vested

 

 

(41,144

)

 

$

14.75

 

Unvested at September 30, 2018

 

 

41,880

 

 

$

14.38

 

 

As of September 30, 2018, total unrecognized compensation cost related to restricted stock units was $435, which is expected to be recognized over a weighted average period of 0.8 years.

Performance-Based Stock Options

The activity related to performance-based stock options granted under the Company’s 2018 Plan for the nine months ended September 30, 2018 was as follows:

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

 

 

 

 

 

 

Remaining

 

 

Aggregate

 

 

 

 

 

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

 

 

Options

 

 

Price

 

 

Term

 

 

Value

 

Outstanding at December 31, 2017

 

 

 

 

$

 

 

 

 

 

$

 

Granted

 

 

3,167,325

 

 

$

21.25

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2018

 

 

3,167,325

 

 

$

21.25

 

 

9.61 years

 

 

$

 

Exercisable at September 30, 2018

 

 

 

 

$

 

 

 

 

 

$

 

 

The weighted average grant date fair value of performance-based stock options granted under the 2018 Plan during the nine months ended September 30, 2018 was $9.59 per share. No performance-based stock options vested during the nine months ended September 30, 2018. At September 30, 2018, total unrecognized compensation expense related to performance-based stock options was $28,434 and is expected to be recognized over a weighted average period of 4.1 years.

Stock Options

The activity related to stock options granted under the Company’s 2014 Plan and 2017 Plan for the nine months ended September 30, 2018 was as follows:

 

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

 

 

 

 

 

 

Remaining

 

Aggregate

 

 

 

 

 

 

 

Exercise

 

 

Contractual

 

Intrinsic

 

 

 

Options

 

 

Price

 

 

Term

 

Value

 

Outstanding at December 31, 2017

 

 

4,802,594

 

 

$

13.89

 

 

9.17 years

 

$

44,974

 

Granted

 

 

895,591

 

 

$

14.22

 

 

 

 

 

 

 

Exercised

 

 

(146,513

)

 

$

3.69

 

 

 

 

 

 

 

Forfeited

 

 

(425,767

)

 

$

16.88

 

 

 

 

 

 

 

Expired

 

 

(5,750

)

 

$

14.32

 

 

 

 

 

 

 

Outstanding at September 30, 2018

 

 

5,120,155

 

 

$

13.99

 

 

8.67 years

 

$

3,240

 

Exercisable at September 30, 2018

 

 

2,503,062

 

 

$

13.26

 

 

8.33 years

 

$

2,791

 

 

The aggregate intrinsic values in the table above represents the difference between the fair market value of the Company’s common stock and the average option exercise price of in-the-money options multiplied by the number of such options. The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2018 and 2017 was $7.90 and $8.72 per share, respectively. The aggregate intrinsic value of the options exercised during the nine months ended September 30, 2018 and 2017 was $1,964 and $32, respectively. The total grant date fair value of stock options vested during the nine months ended September 30, 2018 and 2017 was $6,711 and $11,451, respectively. At September 30, 2018, total unrecognized compensation expense related to stock options was $20,831 and is expected to be recognized over a weighted average period of 2.5 years.

Employee Stock Purchase Plan

On July 31, 2018, a total of 44,842 shares of common stock were purchased under the Company’s Employee Stock Purchase Plan. As of September 30, 2018, accrued employee contributions for future purchases under the Employee Stock Purchase Plan totaled $200.